The Evolving Role of the Executive Chair in Corporate Governance

On today’s episode, Dan Kaufman, Partner at Meridian Compensation Partners, LLC, based in Atlanta, breaks down why equity can be the biggest compensation bet a board makes and how to spot when that bet is getting too expensive.Key Takeaways:00:00 Introduction.02:33 Equity programs need board oversight because expense and dilution directly affect shareholders.04:49 Run rate tracks annual shares granted versus common shares outstanding.07:06 Share price swings can inflate run rate, so benchmark total grant value against peers, revenue or profit.10:21 Equity depth in the org and vehicle mix are major drivers of dilution.10:56 Stock options usually require more shares than full-value awards to deliver the same value.15:33 To stretch a low reserve, shift equity mix, use more cash, delay or split grants, or use inducement awards for new hires.24:23 Even if proxy advisors flag a plan, reasonable share requests typically pass with proactive shareholder outreach.This episode is brought to you by Meridian Compensation Partners, LLC. Learn more by visiting MeridianCP.com. #Compensation #Wages #SPAC

On today’s episode, we’re joined by Jeff Keckley and Ron Rosenthal, both Partners at Meridian Compensation Partners, LLC.Jeff and Ron break down the purpose of stock ownership guidelines, how they support alignment with shareholders and why companies should revisit these policies as their compensation programs evolve. They outline how guidelines are typically structured, what counts as ownership, how external stakeholders evaluate them and the growing use of holding requirements as a complement or alternative to traditional ownership timelines.Key Takeaways:00:00 Introduction.02:02 Ownership guidelines encourage executives to think and act like owners.04:17 Tiered ownership levels help clarify expectations across the leadership team.07:11 Pay mix influences how quickly executives can reach ownership requirements.11:16 Ownership guidelines focus on vested value while holding power focuses on unvested awards.13:07 Participation decisions reflect the company’s culture and overall pay philosophy.15:58 Companies make judgment calls on which share types to count toward ownership.24:30 Holding requirements help executives build and maintain ownership over time.28:01 Periodic reviews keep guidelines aligned with market practice and business needs.Resources Mentioned:Jeff Keckleyhttps://www.linkedin.com/in/jeffkeckley/Ron Rosenthalhttps://www.linkedin.com/in/ron-rosenthal-a48ab5ab/Meridian Compensation Partners, LLChttps://www.linkedin.com/company/meridian-compensation-partners-llc/This episode is brought to you by Meridian Compensation Partners, LLC. Learn more by visiting MeridianCP.com. #Compensation #Wages #SPAC

On today’s episode, Virginia Rhodes, Partner at Meridian Compensation Partners, LLC, explains how the executive chair blends board leadership with hands-on strategy, when and why companies use the role during CEO transitions and what drives compensation decisions. She outlines how clear duties, governance alignment and communication plans support smooth transitions.Key Takeaways:00:00 Introduction.03:10 Executive chairs combine board leadership with active strategic involvement.04:22 Non-executive chairs focus on oversight and governance.06:54 Among large US companies, the executive chair role remains relatively uncommon.08:33 Stability and continuity support leadership change.10:32 Early deliberate discussion strengthens compensation planning.11:39 Incentive design aligns with responsibilities and time in role.14:38 Day-to-day involvement and CEO mentorship distinguish this role.22:12 Clear duties and communications enable effective governance.Resources:Virginia Rhodeshttps://www.linkedin.com/in/virginia-rhodes-b361251/Meridian Compensation Partners, LLChttps://www.linkedin.com/company/meridian-compensation-partners-llc/This episode is brought to you by Meridian Compensation Partners, LLC. Learn more by visiting MeridianCP.com. #Compensation #Wages #SPAC #Equity #ExecutiveCompensation #Clawback

On this latest episode, Jared Berman, Partner at Meridian Compensation Partners, LLC, unpacks the fundamentals of annual incentive design.He explains what qualifies as an annual incentive plan, how organizations can align incentives with shareholder value and the balance between financial and non-financial measures. Jared also breaks down payout structures, the role of individual performance and common pitfalls that boards should avoid when designing plans.Key Takeaways:00:00 Introduction.02:00 Annual incentives are defined by timeframe rather than form of compensation.03:32 Selecting performance metrics involves aligning with priorities and benchmarking.09:39 Payout structures should follow a range rather than extremes.11:14 Thresholds and maximums are common features in payout design.13:02 Plans may include modifiers or adjustments to drive specific behaviors.14:08 Sharing ratios are useful for evaluating profit distribution.15:11 Measuring individual performance at senior levels presents unique challenges.Resources Mentioned:Jared Bermanhttps://www.linkedin.com/in/jared-berman-3950884/Meridian Compensation Partners, LLChttps://www.linkedin.com/company/meridian-compensation-partners-llc/This episode is brought to you by Meridian Compensation Partners, LLC. Learn more by visiting MeridianCP.com. #Compensation #Wages #SPAC #Equity #ExecutiveCompensation #Clawback

On today’s episode, Jared Berman, Partner at Meridian Compensation Partners, LLC, unpacks the fundamentals of market benchmarking and peer group development, explaining why these building blocks are critical to executive compensation governance. From defining what the market for talent really means to exploring the nuances of selecting peer groups, Jared highlights the art and science behind designing fair and effective pay practices.Key Takeaways:00:00 Introduction.02:00 Market benchmarking establishes reasonable executive pay.04:11 Fair comparisons require companies of similar complexity.05:13 Comparables provide structure in pay assessment.06:34 Peer groups work best with a balanced sample.08:08 Size matters but doesn’t always show complexity.09:22 Broader factors such as reach and workforce refine groups.10:05 Avoid selecting peers based only on performance.12:07 Benchmarking centers on the most senior executives.Resources Mentioned:Jared Bermanhttps://www.linkedin.com/in/jared-berman-3950884/Meridian Compensation Partners, LLChttps://www.linkedin.com/company/meridian-compensation-partners-llc/This episode is brought to you by Meridian Compensation Partners, LLC. Learn more by visiting MeridianCP.com. #Compensation #Wages #SPAC #Equity #ExecutiveCompensation #Clawback

On today’s episode, we’re joined by Jim Kzirian, Partner at Meridian Compensation Partners, LLC. Jim unpacks the concept of holding power, explaining how it can be used as a key measure of executive retention within compensation programs. He details its role in aligning executives with shareholder interests, how to calculate it and the governance practices committees should follow to ensure executives are locked in and motivated to perform.Key Takeaways:00:00 Introduction.02:37 Holding power serves as a critical measure of executive retention.07:41 Assessing outstanding awards and their value.11:11 Volatile share prices require thoughtful approaches to measurement.12:57 Design elements can impact the stability and effectiveness of holding power.15:45 Committees can take targeted actions when holding power appears insufficient.18:56 Ongoing review ensures retention, alignment and governance objectives are met.Resources Mentioned:Jim Kzirianhttps://www.linkedin.com/in/james-jim-kzirian-86132a2/Meridian Compensation Partners, LLChttps://www.linkedin.com/company/meridian-compensation-partners-llc/This episode is brought to you by Meridian Compensation Partners, LLC. Learn more by visiting MeridianCP.com.#Compensation #Wages #SPAC #Equity #ExecutiveCompensation #Clawback

Jim Heim, Partner, and Kartik Balaram, Principal, both of Meridian Compensation Partners, LLC, share practical insights on how compensation committees can evaluate and refine long-term incentive programs to balance shareholder alignment, retention and performance outcomes across various market conditions.Key Takeaways:00:00 Introduction.02:32 The balance between retaining executives and aligning pay with shareholder outcomes.04:12 How compensation programs support, rather than drive, business strategies.06:26 The importance of aligning incentive structures with company goals over different time horizons.07:57 Why evaluating potential pay outcomes helps manage performance and risk.09:32 When simplified metrics can effectively align incentives with shareholder interests.11:04 Identifying risks of focusing too heavily on retention over accountability.14:35 Adapting performance measurement periods to match business predictability.18:19 The need to balance regulatory guidance with company-specific priorities.23:52 Why straightforward program designs often achieve stronger outcomes.Resources Mentioned:Jim Heimhttps://www.linkedin.com/in/jimheimcompensationconsultant/Kartik Balaramhttps://www.linkedin.com/in/kartik-balaram-9273604/Meridian Compensation Partners, LLChttps://www.linkedin.com/company/meridian-compensation-partners-llc/This episode is brought to you by Meridian Compensation Partners, LLC. Learn more by visiting MeridianCP.com. #Compensation #Wages #SPAC #Equity #ExecutiveCompensation #Clawback

On today’s episode, we’re joined by Patrick Powers, Partner, and Rosie Newman, Principal, both at Meridian Compensation Partners, LLC. Patrick and Rosie explain how executive perks are evolving from legacy benefits into strategic tools for productivity, security and financial well-being. They break down regulatory considerations, disclosure thresholds and the factors boards weigh when approving perquisites like corporate aircraft use, executive physicals and cybersecurity support.Key Takeaways:(02:29) Perquisites are subject to specific tax and disclosure regulations.(04:50) Financial planning support is seen as a tool for risk reduction.(07:10) The use of allowances has grown as a streamlined approach.(09:14) Some traditional perks are regaining popularity.(10:45) Security-related benefits are increasingly relevant.(13:47) Board approval often involves third-party risk assessments.(19:22) External advisory opinions may influence, but rarely override, decisions.(21:44) Companies are re-evaluating executive security and related disclosures.Resources Mentioned:Patrick Powershttps://www.linkedin.com/in/patrick-powers-678b8694/Rosie Newmanhttps://www.linkedin.com/in/rosie-newman-35335925/US Securities and Exchange Commissionhttps://www.sec.gov/UnitedHealthcarehttps://www.uhc.com/Meridian Compensation Partners, LLChttps://www.linkedin.com/company/meridian-compensation-partners-llc/This episode is brought to you by Meridian Compensation Partners, LLC. Learn more by visiting MeridianCP.com. #Compensation #Wages #SPAC #Equity #ExecutiveCompensation #Clawback

On today’s episode, we’re joined by Chris Havey, Partner at Meridian Compensation Partners, LLC. Chris shares practical strategies for maximizing the value of Q2 and Q3 compensation committee meetings. With fewer urgent agenda items in the off season, these months present a valuable opportunity for committees to assess, test and refine their executive compensation programs. Chris outlines five key areas where thoughtful evaluation and preparation can significantly improve year-round decision-making.Key Takeaways:(02:26) Use lighter meeting agendas to focus on strategic priorities.(06:20) Revisit compensation philosophy and its connection to guiding principles.(06:48) Assess whether performance outcomes reflect compensation payouts.(08:53) Conduct benchmarking to identify alignment or deviation from market trends.(10:16) Review potential liabilities and risks across compensation programs.(13:21) Improve proxy clarity and ensure messaging aligns with pay practices.(14:36) Use compensation design to support investor relations.(15:05) Incorporate shareholder feedback into future planning.Resources Mentioned:Chris Haveyhttps://www.linkedin.com/in/chris-havey-12a5118/Meridian Compensation Partners, LLChttps://www.linkedin.com/company/meridian-compensation-partners-llc/This episode is brought to you by Meridian Compensation Partners, LLC. Learn more by visiting MeridianCP.com. #Compensation #Wages #SPAC #Equity #ExecutiveCompensation #Clawback

On today’s episode, we’re joined by Tom McNeill and Donald Kalfen, both Partners at Meridian Compensation Partners, LLC. They explore the strategic importance of engaging with shareholders on executive pay, highlighting best practices for proactive and reactive engagement.Key Takeaways: (03:46) Most large public companies engage with shareholders regularly, often well before proxy season.(06:06) Engagements often occur in late summer and fall when proxy advisors and shareholders are most receptive.(06:53) Ongoing dialogue with shareholders is crucial for building trust and addressing concerns proactively.(08:10) The compensation committee chair or a non-executive chair typically participates in engagements.(09:17) Proxy solicitors and investor relations teams play key roles in arranging discussions.(11:25) Robust proxy disclosure improves transparency, including details on the nature and outcomes of shareholder engagements.(13:00) Companies receiving less than 70% approval on say on pay votes should engage with shareholders to address concerns.(13:31) Companies must avoid disclosing material non-public information to individual shareholders during engagements.(15:22) Consult counsel and take their advice on proper methods to reveal material non-public information. Recources Mentioned:Tom McNeillhttps://www.linkedin.com/in/tom-mcneill-87722312/Donald Kalfenhttps://www.linkedin.com/in/donald-kalfen-baa44b30/Meridian Compensation Partners, LLChttps://www.linkedin.com/company/meridian-compensation-partners-llc/This episode is brought to you by Meridian Compensation Partners, LLC. Learn more by visiting MeridianCP.com. #Compensation #Wages #SPAC #Equity #ExecutiveCompensation #Clawback